PLAN OF STOCK EXCHANGE AND AGREEMENT
Exhibit 2.1
This Agreement dated as of the ___day of February, 2007, by and among Cruisestock, Inc., a
Texas corporation having its offices at 0000-X XX Xxxx #000, Xxxxxxx, Xxxxx, 00000 (the “Issuer”),
and the individuals named on the signature page of this Agreement (collectively, the “Shareholders”
and each, individually, a “Shareholder”).
WITNESSETH:
WHEREAS, the Shareholders are the holders of all of the issued and outstanding capital stock
(the “Acquisition Shares”) of Brookside Technology Partners, Inc., a Texas corporation
(“Acquisition Company”); and
WHEREAS, the Issuer desires to issue shares of common stock of Issuer, par value $0.001 per
share (the “Common Stock”) to the Shareholders, and the Shareholders desire to accept such shares,
in exchange for all of the issued and outstanding capital stock of Acquisition Company;
WHEREAS, simultaneously with the execution of this Agreement and the closing of the
transactions contemplated hereby (a) Acquisition Company is purchasing (the “Acquisition”) from the
majority shareholder of Issuer (the “Majority Shareholder”) 20,000,000 shares of the Common Stock,
(b) Acquisition Company is surrendering the shares of Common Stock it acquires in the Acquisition
to the Issuer for cancellation, (c) Issuer is entering into and closing a securities purchase
agreement with a group of accredited investors pursuant to which such investors shall acquire
shares of Series A Convertible Preferred Stock of Issuer and warrants to purchase Common Stock for
$1.5 million (the “Private Placement”), and (d) Issuer is entering into a consulting agreement with
the Majority Shareholder (the “Consulting Agreement”);
NOW THEREFORE, in consideration of the forgoing recitals and for good and other valuable
consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, hereby agree as follows:
1. Exchange of Shares.
(a) Issuance of Shares by Issuer. On and subject to the conditions set forth in this
Agreement, the Issuer will issue to Shareholders in exchange for 217,800 of Acquisition Shares,
which represent all of the issued and outstanding capital stock of Acquisition Company, an
aggregate of Nine Million (9,000,000) shares (the “Shares”) of Common Stock. The Shares will be
issued to the Shareholders based on a ratio of 41.3224 Shares of Common Stock for one Acquisition
Share, as specified in further detail in Schedule I to this Agreement.
(b) Transfer of Acquisition Shares by the Shareholders. On and subject to the
conditions set forth in this Agreement, the Shareholders will transfer to the Issuer all of the
Acquisition Shares in exchange for the Shares. Each Shareholder holds the number of Acquisition
Shares set forth after his or her name in Schedule I to this Agreement.
(c) Closing. The issuance of the Shares to the Shareholders and the transfer of the
Acquisition Shares to the Issuer will take place at a closing (the “Closing”) to be held at the
office of Xxxxxxxx, Loop & Xxxxxxxx, LLP, 000 Xxxx Xxxxxxx Xxxxxxxxx, Xxx. 0000 Xxxxx, Xxxxxxx
00000-0000 as soon as possible after or contemporaneously with the satisfaction or waiver of all of
the conditions to closing set forth in Section 4 of this Agreement.
2. Representations and Warranties of the Issuer. The Issuer hereby represents and
warrants to the Shareholders as follows:
(a) General.
(i) The Issuer is a corporation duly organized, validly existing and in good standing under
the laws of the State of Texas. The Issuer does not have any equity investment or other interest,
direct or indirect, in, or any outstanding loans, advances or guarantees to or on behalf of, any
domestic or foreign corporation, limited liability company, association, partnership, joint venture
or other entity.
(ii) Complete and correct copies of the Issuer’s certificate of incorporation and by-laws
are available for review on the XXXXX system maintained by the U.S. Securities and Exchange
Commission (the “Commission”).
(iii) The Issuer has full power and authority to carry out the transactions provided for in
this Agreement, and this Agreement constitutes the legal, valid and binding obligations of the
Issuer, enforceable in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency and other laws of general application affecting the enforcement of
creditor’s rights and except that any remedies in the nature of equitable relief are in the
discretion of the court. All necessary action required to be taken by the Issuer for the
consummation of the transactions contemplated by this Agreement has been taken.
(iv) The Shares, when issued pursuant to this Agreement, will be duly and validly authorized
and issued, fully paid and non-assessable. The issuance of the Shares to Shareholders is exempt
from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to an exemption provided by Section 4(2) and Rule 506 promulgated thereunder.
(b) SEC Documents. The Issuer has filed a registration statement with the Securities
and Exchange Commission (the “SEC”) pursuant to the Securities Act, and, accordingly, is subject to
the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The Issuer is current with its reporting obligations under the Exchange Act. None
of the Issuer’s filings made pursuant to the Exchange Act (collectively, the “Issuer SEC
Documents”) contains any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Issuer SEC Documents, as of their
respective dates, complied in all material respects with the requirements of the Exchange Act, and
the rules and regulations of the Commission thereunder, and are available on the Commission’s XXXXX
system.
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3. Representations and Warranties of Shareholders. Each Shareholder hereby severally
represents, warrants, covenants and agrees as follows:
(a) Such Shareholder understands that the offer and sale of the Shares is being made only by
means of this Agreement and understands that the Issuer has not authorized the use of, and the
Shareholder confirms that he or she is not relying upon, any other information, written or oral,
other than material contained in this Agreement. Such Shareholder is aware that the purchase
of the Shares involves a high degree of risk and that such Shareholder may sustain, and has the
financial ability to sustain, the loss of his or her entire investment, understands that no
assurance can be given that the Issuer will be profitable in the future, that there is no public
market for the Common Stock, and the Issuer can give no assurance that there will ever be a public
market for the Common Stock. Furthermore, in subscribing for the Shares, such Shareholder
acknowledges it is not relying upon any projections or any statements of any kind relating to
future revenue, earnings, operations or cash flow in making an investment in the Shares.
(b) Such Shareholder is an accredited investor within the meaning of Rule 501 of Regulation D
promulgated under the Securities Act, as summarized in Exhibit B attached hereto. Such Shareholder
further represents that he or she has such knowledge and experience in financial and business
matters as to enable the Shareholder to understand the nature and extent of the risks involved in
purchasing the Shares. Such Shareholder is fully aware that such investments can and sometimes do
result in the loss of the entire investment. Such Shareholder has engaged his or her own counsel
and accountants to the extent that the Shareholder deems it necessary.
(c) All of the information provided by such Shareholder in his or her Confidential
Questionnaire is true and correct in all material respects.
(d) Such Shareholder is acquiring the Shares pursuant to this Agreement for his or her own
account, for investment and not with a view to the sale or distribution thereof; has not granted
any other person any interest or participation in or right or option to purchase all or any portion
of the Shares; is aware that the Shares are restricted securities within the meaning of Rule 144 of
the Commission under the Securities Act, and may not be sold or otherwise transferred other than
pursuant to an effective registration statement or an exemption from registration; and understands
and agrees that the certificates for the Shares shall bear the Issuer’s standard investment legend.
The Shareholder understands the meaning of these restrictions.
(e) The Shareholder will not transfer any Shares except in compliance with all applicable
federal and state securities laws and regulations, and, in such connection, the Issuer may request
an opinion of counsel reasonably acceptable to the Issuer as to the availability of any exemption.
(f) Such Shareholder represents and warrants that no broker or finder was involved directly
or indirectly in connection with his or her purchase of the Shares pursuant to this Agreement. Such
Shareholder shall indemnify the Issuer and hold it harmless from and
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against any manner of loss, liability, damage or expense, including fees and expenses of
counsel, resulting from a breach of the Shareholder’s warranty contained in this Paragraph 3(f).
(g) Such Shareholder understands that he or she has no registration rights with respect to
the Shares.
(h) Such Shareholder represents and warrants that he primarily resides in the state set forth
on his signature page and understands that the Issuer will rely on this representation in making
any necessary filings under state securities or blue sky laws.
4. Conditions to the Obligation of Shareholders and the Issuer. The obligations of
Shareholders and the Issuer under this Agreement are subject to the completion of Private
Placement.
5. Miscellaneous.
(a) This Agreement constitutes the entire agreement between the parties relating to the
subject matter hereof, superseding any and all prior or contemporaneous oral and prior written
agreements, understandings and letters of intent. This Agreement may not be modified or amended nor
may any right be waived except by a writing which expressly refers to this Agreement, states that
it is a modification, amendment or waiver and is signed by all parties with respect to a
modification or amendment or the party granting the waiver with respect to a waiver. No course of
conduct or dealing and no trade custom or usage shall modify any provisions of this Agreement.
(b) This Agreement shall be governed by and construed in accordance with the laws of the
State of Texas applicable to contracts made and to be performed entirely within such State.
(c) This Agreement shall be binding upon and inure to the benefit of the parties hereto, and
their respective successors and permitted assigns.
(d) This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same document.
(e) The various representations, warranties, and covenants set forth in this Agreement or in
any other writing delivered in connection therewith shall survive the issuance of the Shares.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| “ISSUER” | ||||||
| CRUISESTOCK, INC. | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| “ACQUISITION COMPANY” BROOKSIDE TECHNOLOGY PARTNERS, INC. |
||||
| By: | ||||
| Xxxxxxx Dance, President | ||||
SHAREHOLDERS:
| State of Primary Residence: | ||
| Texas | ||
| Florida | ||
| Texas | ||
| Texas | ||
| Texas |
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Schedule I
| Number of Acquisition | Number of Issuer Shares | |||
| Shareholder Name | Shares Owned | to be Received | ||
Xxxxxxx Dance |
96,800 | 4,000,000 | ||
Xxxxxxx Xxxx |
96,800 | 4,000,000 | ||
Xxxxx Xxxxxx |
12,100 | 500,000 | ||
Xxxxxx Xxxx |
6,050 | 250,000 | ||
Xxxxx Xxxxxxx |
6,050 | 250,000 |
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Exhibit A
Accredited investors
A Shareholder who meets any one of the following tests is an accredited investor:
(a) The Shareholder is an individual who has a net worth, or joint net worth with the Shareholder’s
spouse, of at least $1,000,000.
(b) The Shareholder is an individual who had individual income of more than $200,000 (or $300,000
jointly with the Shareholder’s spouse) for the past two years, and the Shareholder has a reasonable
expectation of having income of at least $200,000 (or $300,000 jointly with the Shareholder’s
spouse) for the current year.
(c) The Shareholder is an officer or director of the Issuer.
(d) The Shareholder is a bank as defined in section 3(a)(2) of the Securities Act or any savings
and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act
whether acting in its individual or fiduciary capacity.
(e) The Shareholder is a broker or dealer registered pursuant to section 15 of the Securities
Exchange Act of 1934.
(f) The Shareholder is an insurance company as defined in section 2(13) of the Securities Act.
(g) The Shareholder is an investment company registered under the Investment Company Act of 1940 or
a business development company as defined in section 2(a)(48) of that Act.
(h) The Shareholder is a small Business Investment Company licensed by the U.S. Small Business
Administration under section 301(c) or (d) of the Small Business Investment Act of 1958.
(i) The Shareholder is an employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as
defined in section 3(21) of such Act, which is either a bank, savings and loan association,
insurance company, or registered investment adviser, or if the employee benefit plan has total
assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely
by persons that are accredited investors.
(j) The Shareholder is a private business development company as defined in section 202(a)(22) of
the Investment Advisers Act of 1940.
(k) The Shareholder is an organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not formed for the specific
purpose of acquiring the securities offered, with total assets in excess of $5,000,000.
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(l) The Shareholder is a trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated
person as described in Rule 506(b)(2)(ii) of the Commission under the Securities Act.
(m) The Shareholder is an entity in which all of the equity owners are accredited investors (i.e.,
all of the equity owners meet one of the tests for an accredited investor).
If an individual Shareholder qualifies as an accredited investor, such individual may purchase the
Shares in the name of his or her individual retirement account (“XXX”).
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